How to Ask the Tough Questions in the Boardroom | Tip #2 for Directors: Don’t Be a Lone Wolf

Maureen Gershanik is a partner and a member of Fishman Haygood’s Business Section. She counsels boards of directors on corporate governance, securities law compliance, SEC reporting, executive employment matters, and executive compensation. In this biweekly series, she provides nine tips for directors as they navigate the boardroom. Click here to read Tip #1: Understand the Board Dynamic.

Public company directors are under more pressure than ever to oversee enterprise risk, even risk from day-to-day operations, which is normally addressed by management. However, directors are largely removed from the action. Critical to the role of the director, then, is the ability to face and question management.

In our first tip, we talked about the importance of understanding the board’s dynamic—both for new and veteran directors. The key to a healthy board dynamic? Mutual trust. Read on for what makes or breaks a director’s effectiveness.

Tip 2: Don’t Be a Lone Wolf

Guidebooks and manuals for corporate directors often stress the importance of collegiality without explaining what that means in practice or why it is important. Collegiality and interpersonal skill are real, critical factors that can “make or break” a director’s effectiveness. Collegiality, including graciousness, respect, tact and humility, go a long way toward building a director’s credibility around the board table and fostering mutual trust. Mutual trust among the directors is essential for a healthy group dynamic in which directors feel they can be candid and ask tough questions without their views being dismissed.  Directors who are needlessly confrontational, contrarian, aggressive or condescending toward other directors, managers or even boardroom advisors risk tarnishing their reputations and inhibiting their success, sometimes for the rest of their board service. For example, a director who dresses down a consultant at a meeting may offend the other directors and managers who have worked successfully with the consultant for some time and been pleased with his work product. Directors who act this way often feel they need to stand out, make an impression or demonstrate their value. But often they end up isolating themselves and diminishing their influence, even when they have important and legitimate things to say.

Next time, Gershanik explores why directors should always do their homework.